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Matters Reserved for the Informa PLC Board

Introduction

This schedule set out the matters which must be considered or approved by the Board or delegated by it to one of its Committees.

Shareholder matters

  • Resolutions and corresponding documentation to be put forward to shareholders at a General Meeting.
  • Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the audit committee.
  • Considering the balance of interests between shareholders, employees, customers and the community.
  • Approval of the interim dividend and recommendation of the final dividend.
  • Approval of dividend policy.
  • Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.

Company matters

  • Approval of interim and final financial statements and annual report and accounts (including the corporate governance statement and remuneration report and the operating and financial review).
  • Approval of any significant changes in accounting policies or practices.
  • Alteration in the accounting reference date, registered office and the name of the company.
  • Purchase of own shares by the company or giving financial assistance for the purpose of the acquisition of its own shares.
  • Issue of any debt instruments, including bonds, debenture issues and loan stock or note instruments.
  • Appointment or removal of the company secretary.
  • Remuneration of the auditors where, as is usual, shareholders have delegated this power to the board and recommendations for the appointment or removal of auditors following recommendations of the audit committee.
  • Approval of interim and preliminary announcements.
  • Board appointments and removals following recommendations of the nomination committee, and any special terms and conditions attached to the appointment and remuneration of directors subject to the recommendations of the remuneration committee.
  • Changes to the structure, size and composition of the board, following recommendations from the nomination committee.

 

  • Ensuring adequate succession planning for the board and the direct reports to the executive directors.
  • Selection of the chairman of the board and the chief executive.
  • Appointment of the senior independent director.
  • Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM, and otherwise as appropriate.
  • Receiving reports from board committees on their activities.
  • Terms of reference of chairman, chief executive and other executive directors.
  • Amendment of terms of reference and membership and chairmanship of board committees.
  • Terms and conditions of directors.
  • Determining the remuneration policy for the directors, company secretary and other senior executives.
  • Determining the remuneration of non-executive directors, subject to the articles of association and shareholder approval as appropriate.
  • The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
  • Undertaking a formal and rigorous review annually of the board's own performance, that of its committees, and individual directors.
  • Determining the independence of directors.
  • Review of the company’s overall corporate governance arrangements.
  • Recommendations for the alteration of the memorandum and articles of association of the company.
  • Major changes in the rules of a material group defined benefit pension scheme, or changes of trustees of such a scheme or, when this subject is subject to the approval of the company, changes in the fund management arrangements.
  • Formulation of policy regarding charitable donations.
  • The making of political donations.
  • Approval of the company’s principal professional advisers.
  • Authorising conflicts of interest where permitted by the Company’s articles of association
  • Group matters:
  • Transactions of the company and its subsidiaries that are material, e.g. reverse takeovers, class 1, class 2, related party transactions, the issue of shares or any class of listed security, any transaction involving an activity of a type not previously carried on by the company and a takeover bid subject to the Takeover Code.
  • Approval of all circulars and listing particulars and prospectuses.  Approval of routine documents such as periodic circulars re scrip dividend procedures or exercise of conversion rights can be delegated to a committee.
  • Responsibility for the overall management of the group
  • Approval of the group’s long term objectives and commercial strategy.
  • Approval of the annual operating and capital expenditure budgets (and any material changes to them),
  • Changes relating to the group’s capital structure (including reduction of capital, share issues (except under employee share plans), share buybacks (including treasury shares), its listing or its status as a plc.
  • Oversight of the group's operations ensuring competent and prudent management, sound planning, an adequate system of internal control, adequate accounting and other records, and compliance with statutory and regulatory obligations.
  • Major changes to the group's corporate structure.
  • Changes to the Group’s management and control structure.
  • Review of performance in the light of the group's strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
  • Any decision to cease to operate all or any material part of the group's business.
  • Major capital projects exceeding £5 million
  • Material, either by reason of size or strategically, contracts of the company or any subsidiary in the ordinary course of business, e.g. bank facilities above £10 million and acquisition or disposal of fixed assets above £20 million.
  • Contracts of the company or any subsidiary not in the ordinary course of business above a value of £5million.
  • Major investments and divestments exceeding £50 million including the acquisition or disposal of interests of more than 5 per cent in the voting shares of any company or the making of any takeover bid.
  • Unbudgeted investments in new products or projects exceeding £10 million.
  • Risk management strategy and policy.
  • Approval of treasury policies including foreign currency exposure and the use of financial derivatives.
  • Prosecution, defence or settlement of litigation involving above £10 million or being otherwise material to the interests of the company.
  • Ensuring maintenance of a sound system of internal control and risk management including:
    • Receiving reports on, and reviewing the effectiveness of, the group's risk and control processes to support its strategy and objectives
    • Undertaking an annual assessment of these processes
    • Approving an appropriate statement for inclusion in the annual report.
    • Approving procedures for the detection of fraud and the prevention of bribery.
  • Health and safety policy.
  • Environmental policy.
  • Approvals of the overall levels of insurance for the group including Directors’ and Officers liability insurance and indemnification of directors.
  • The entering into of any indemnities or guarantees where the maximum amounts payable could in aggregate exceed £5 million other than indemnities and guarantees given in respect of the group companies, the company’s products or any banking facilities (including any indemnities, guarantees or facilities in substitution for or renewal of existing arrangements).
  • Ethical policy.
  • Share dealing code.
  • Communications policy (including procedures for the release of price sensitive information).
  • Corporate social responsibility.
  • Any decision likely to have a material impact on the Company or Group from any perspective, including but not limited to, financial, operational, strategic or reputational.

Updated on 14th December 2016